Stock Code: 002341 stock abbreviation: Xinlun New Materials Co.Ltd(002341) Announcement No.: 2022-008 Xinlun New Materials Co.Ltd(002341) about
Announcement on the rectification report of the decision on administrative supervision measures issued by Shenzhen Securities Regulatory Bureau
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
On January 6, 2022, the company received the decision of Shenzhen Securities Regulatory Bureau on taking corrective measures against Xinlun New Materials Co.Ltd(002341) ([2021] No. 159) issued by Shenzhen regulatory bureau of China Securities Regulatory Commission (hereinafter referred to as "Shenzhen Securities Regulatory Bureau") The decision of Shenzhen Securities Regulatory Bureau on Issuing warning letters to Hou Yi, Ma Suqing and Chen Desheng ([2021] No. 160) (hereinafter referred to as the "decision") requires rectification of the problems raised in the decision. For details, please refer to China Securities Journal, securities times, Shanghai Securities News, securities daily and cninfo.com published on January 11, 2022（ http://www.cn.info.com.cn. ）Announcement on the receipt of the decision on administrative supervision measures by the company and relevant responsible personnel (Announcement No.: 2022-002).
After receiving the letter of decision, the company attached great importance to the problems raised in the letter of decision, found out the causes, clarified the responsibilities, formulated and implemented the rectification plan item by item, carried out the rectification in time, and submitted the rectification report to Shenzhen Securities Regulatory Bureau within the specified time limit. The rectification report was deliberated and adopted at the 36th meeting of the 5th board of directors and the 19th meeting of the 5th board of supervisors on January 27, 2022. The specific rectification is hereby announced as follows:
Question 1: the preparation of 2020 performance forecast is not prudent
Event description: your company did not carefully consider the impact of goodwill impairment and fixed assets impairment related to mask equipment on the performance of Anhui Xinlun Precision Manufacturing Technology Co., Ltd. (formerly known as Ningguo Qianhong Electronics Co., Ltd., hereinafter referred to as Anhui Xinlun) in October 2020, This leads to inaccurate disclosure of performance forecast information. The above circumstances do not comply with the provisions of paragraph 1 of Article 2 of the measures for the administration of information disclosure of listed companies (Order No. 40 of the CSRC, the same below).
Rectification measures:
1. Strengthen financial management and improve the level of asset impairment test.
The company's performance correction in 2020 is mainly due to the impairment of goodwill of Xinlun precision manufacturing (Anhui) Co., Ltd. (formerly "Anhui Xinlun Precision Manufacturing Technology Co., Ltd." hereinafter referred to as Anhui Xinlun) and the impairment of fixed assets related to mask equipment of Shenzhen Xinlun Medical Co., Ltd. The company requires the investment and development department, financial management center, audit and other departments to strengthen the linkage, strengthen the tracking and understanding of the operation, asset status and financial status of each subsidiary, timely feed back and make treatment plans in case of problems, regularly carry out impairment test on the company's assets according to the requirements of accounting standards, and make provision for asset impairment in a timely, reasonable and compliant manner.
2. Strengthen the training of financial personnel and improve their professional quality and professional ability.
By holding regular meetings, special training meetings, training of external institutions, special training of annual reports and other means, we will continuously deepen the understanding of financial personnel and relevant managers on the rules of financial information preparation and disclosure, and conduct business processing in strict accordance with the requirements of relevant rules in our work.
3. We will improve the accountability system for financial errors and strengthen performance appraisal.
With regard to the performance correction, the relevant person in charge of the company was well aware of the impact of the incident on the individual and the company, and took the initiative to report to the management, review and summarize it. In order to prevent the occurrence of similar events in the future, according to the provisions of the accountability system for major errors in annual report information disclosure (revised in 2021), the company has held relevant responsible personnel accountable and included the results of this event in the annual assessment of relevant responsible persons. At the same time, it is required to make prediction, arrangement and deployment on important accounting matters in time in future work, And strengthen effective communication with relevant intermediaries to prevent similar situations.
Department responsible for rectification: Financial Management Center
Person in charge of rectification: Chief Financial Officer
Rectification time: it has been rectified. The company will continue to standardize the preparation of profit forecast and consolidate the basic work of financial accounting.
Problem 2: the operation of the three committees is not standardized
Item description: the minutes of some shareholders' meetings and board meetings of your company are incomplete, the statistics of votes of the board of directors are wrong, the vote monitoring procedures of some shareholders' accounting votes are not standardized, and some shareholders' meetings have not been announced and cancelled at least 2 working days before the original date of holding, and the reasons are explained. The above circumstances do not comply with the provisions of Article 19, paragraph 1 of Article 37, Article 41 of the rules for the general meeting of shareholders of listed companies (CSRC announcement [2016] No. 22, the same below) and paragraph 4 of article 123 of the guidelines for the articles of association of listed companies (CSRC announcement [2019] No. 10).
Rectification measures:
The company strictly refined the work of the general meeting of shareholders and the board of directors, trained the meeting staff, strengthened the study of the rules of procedure of the general meeting of shareholders and the rules of procedure of the board of directors, strictly implemented the rules of procedure of the general meeting of shareholders and the rules of procedure of the board of directors, improved and refined the work of the general meeting of shareholders and the board of directors, At the same time, organize the staff of the office of the board of directors to study the company law, the guidelines for the governance of listed companies, the articles of association and other documents, standardize the operation of the three meetings of the company in strict accordance with the company law, the guidelines for the governance of listed companies and the articles of association, issue the meeting notice at the specified time, and designate full-time personnel to take the meeting minutes, and the contents of the minutes shall be as detailed as possible, Strictly implement the procedures for the supervision of large accounting votes of shareholders, carry out the operation of three meetings in accordance with laws and regulations, and standardize corporate governance.
Department responsible for rectification: Office of the board of directors
Person in charge of rectification: Secretary of the board of directors
Rectification time: the rectification has been completed according to the rectification plan and will continue to standardize the operation of the three sessions in the future.
Question 3: the registration and management of insider information is not in place
Item description: your company's registration system for insiders has not been revised and implemented in time in accordance with relevant laws and regulations; The registration form of insiders of the company from 2018 to February 2021 lacks the necessary items for the signature of the legal representative and the seal of the company; In the registration materials of insiders from February 2021 to now, insiders have not confirmed the list of insiders, and the chairman and the Secretary of the board of directors have not confirmed the files of insiders other than regular reports in writing. The above circumstances do not comply with the provisions of Article 6 and paragraph 1 of Article 7 of the provisions on the establishment of the registration and management system for insiders of insider information by listed companies (CSRC notice [2011] No. 30) and the provisions of paragraph 1 of Article 6 and paragraph 1 of Article 7 of the Provisions on the registration and management system for insiders of insider information by listed companies (CSRC notice [2021] No. 5). Rectification measures:
In order to further standardize the management of inside information and strengthen the confidentiality of inside information, the company revised the relevant system contents of the registration system of insiders of inside information in accordance with the new securities law and the provisions on the registration and management system of insiders of listed companies (CSRC announcement [2021] No. 5) and other laws and regulations, Before the public disclosure of insider information according to law, the company shall fill in the archives of Xinlun New Materials Co.Ltd(002341) insider information insiders in the form of one record for each event in accordance with the regulations, and do a good job in the registration, archiving and filing of the archives of insider information insiders.
The insider files shall be filled in in strict accordance with the specified requirements and confirmed by the insider. The chairman and the Secretary of the board of directors shall sign a written confirmation opinion on the authenticity, accuracy and completeness of the insider files.
Department responsible for rectification: Office of the board of directors
Person in charge of rectification: Secretary of the board of directors
Rectification time: the rectification has been completed according to the rectification plan and will continue to standardize the treatment in the future.
Question 4: related income and cost cross period under consignment business mode
Event description: Anhui Xinlun, a subsidiary of your company, has the problem of recognizing revenue in advance for the consignment business, which does not comply with the provisions of Article 4 of the accounting standards for Business Enterprises No. 14 - Revenue (CAI Kuai [2006] No. 3) and articles 4 and 5 of the accounting standards for Business Enterprises No. 14 - Revenue (CAI Kuai [2017] No. 22).
Rectification measures:
In view of the problem of recognizing revenue in advance under the consignment business mode, rectification measures have been formulated and practical and effective rectification has been carried out. According to the terms agreed in the consignment contract, the revenue recognition time point is: after the goods are delivered to the warehouse designated by the customer, when the customer actually receives them, the corresponding sales revenue shall be recognized. Anhui Xinlun has recognized part of its operating revenue in advance, which accounts for a small proportion of the company's operating revenue when the revenue recognition conditions have not been met. After the occurrence of this problem, the company attached great importance to it and reviewed the follow-up payment collection and transaction authenticity of the above sales, which can confirm that the transaction is true and the payment has been successfully collected. On the other hand, in the follow-up financial management work, strictly implement the relevant provisions of the administrative measures for information disclosure of listed companies and the accounting standards for business enterprises, standardize the daily accounting work, and ensure the authenticity, accuracy and integrity of financial accounting information.
Department responsible for rectification: Financial Management Center
Person in charge of rectification: Chief Financial Officer
Rectification time: the rectification has been completed and will continue to be standardized in the future.
Problem 5: the accounting of notes receivable is not standardized
Item description: Anhui Xinlun, a subsidiary of your company, made a statement on the balance of commercial acceptance bills and bank acceptance bills with low credit level at the end of 2019 and all endorsed bills in 2019 and 2020 The accounting treatment of discounting undue commercial acceptance bills and bank acceptance bills with low credit level does not comply with the provisions of Article 17 of accounting standards for Business Enterprises No. 22 - recognition and measurement of financial instruments (CAI Kuai [2017] No. 7) and Article 7 of accounting standards for Business Enterprises No. 23 - transfer of financial assets (CAI Kuai [2017] No. 8).
Rectification measures: Aiming at the non-standard accounting of notes receivable, the company has formulated rectification measures and carried out practical and effective rectification.
According to Article 17 of the accounting standards for Business Enterprises No. 22 - recognition and measurement of financial instruments (CK [2017] No. 7), Anhui Xinlun had commercial acceptance bills and bank acceptance bills in 2019 that did not aim to collect contract cash flow, which should be adjusted to receivables financing. For the accounting treatment of ending balance bills, Anhui Xinlun has implemented rectification according to the new financial instrument standards in 2020.
According to the provisions of Article 7 of the accounting standards for Business Enterprises No. 23 - transfer of financial assets (CK [2017] No. 8), the commercial bills and bank acceptance bills with lower credit level endorsed and transferred by Anhui Xinlun at the end of 2019 amounted to RMB 42518100; At the end of 2020, 483100 yuan of bank acceptance bills with lower credit rating that have been endorsed and transferred but not yet due. The above endorsements, transfers and discounted bills that are not due in the current year are all due and cashed in the next year, so there is no risk of recourse.
Based on the principle of prudence, in order to enhance the company's awareness of risk prevention, the company will classify the 19 banks identified into banks with high credit rating according to the list of China's systemically important banks issued by the people's Bank of China and Bank Of China Limited(601988) Insurance Regulatory Commission on October 15, 2021, and terminate the confirmation when the bank acceptance bill is transferred; Banks and commercial acceptance bills that are not listed in the list of systemically important banks in China shall continue to recognize notes receivable and liabilities when endorsing, and the recognition shall be terminated after cashing. For the commercial acceptance bills that have not been cashed at the end of the period, the bad debt provision proportion consistent with that of accounts receivable is adopted to withdraw the bad debt provision.
Secondly, financial personnel are strictly required to follow the relevant provisions of the accounting standards for business enterprises for accounting treatment and information disclosure, so as to ensure the accuracy of financial information disclosure.
Department responsible for rectification: Financial Management Center
Person in charge of rectification: Chief Financial Officer
Rectification time: after rectification, continue to standardize.
Question 6: the impairment loss of accounts receivable is not carefully accrued
Event description: during the preparation of the 2020 annual report, individual customers of Anhui Xinlun, a subsidiary of your company, were involved in litigation and applied for enforcement due to sales contract disputes, which had a large credit risk, but Anhui Xinlun did not conduct a separate impairment test on the corresponding accounts receivable, It does not comply with the provisions of Article 40 of the accounting standards for Business Enterprises No. 22 - recognition and measurement of financial instruments (CK [2017] No. 7).
Rectification measures:
According to the above events, the company conducted credit background investigation on customers with a balance of more than 200000 yuan on December 31, 2020, and inquired about customers' industrial and commercial information and abnormal business activities through the national enterprise credit information publicity system; "China judicial document network", "people's court announcement network" and "China execution information disclosure network" query whether there are sales contract dispute cases, the conclusion and implementation of the cases. Among them, there are four customers who have many dispute cases, and their receivables with our company involve 4.4301 million yuan. Among them, the post period payment recovery rate of three companies is 100%, 100% and 96.71%. Only one customer involved in the case is in the process of enforcement without results, and the principal of the subject matter of the final case exceeds the registered capital of the company. Based on the perspective of prudence, In 2021, the company has conducted a single impairment test on its related receivables of 457600 yuan.
The company made the following rectification:
The company will strengthen the linkage between the financial management center, the business department and the legal department, timely and accurately grasp the dynamics of customers' payment collection, and withdraw the provision for impairment of receivables in accordance with the requirements of accounting standards for Business Enterprises No. 22 - recognition and measurement of financial instruments.
① Clarify the responsibilities of accounts receivable internal control management post:
The company has formulated the measures for the management of accounts receivable and other systems, implemented the management responsibility of accounts receivable, and stipulated that the main responsibility of accounts receivable shall be borne by the sales department. The specific responsibilities of each department include: the signing of all credit sales business must be reviewed by the company's legal affairs or external lawyers, and signed and sealed by the legal representatives of both parties to the contract before it can take effect; The business manager of the sales department regularly checks accounts receivable with customers, actively tracks and collects customers' accounts receivable, and timely feeds back customers' credit risk and bad debt risk; The business personnel of the sales department are responsible for improving customer information and carrying out customer credit evaluation and credit rating; The financial management center is responsible for accounting accounts receivable, regularly analyzing the aging, structure and trend of accounts receivable, timely warning bad debt risk, and assisting the main responsible department of accounts receivable to clear accounts receivable.
The company brings the recovery management of accounts receivable into the relevant responsible person
